SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FEIGER MITCHELL

(Last)

(First)

(Middle)

C/O MB FINANCIAL, INC.

6111 NORTH RIVER ROAD

(Street)

ROSEMONT

60018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MB FINANCIAL INC /MD [ MBFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/28/2014		F		1,870⁽¹⁾	D	$28.15	79,373	D
Common Stock	08/29/2014		F		2,252⁽¹⁾	D	$28.29	77,121	D
Common Stock	09/02/2014		S		9,300	D	$28.7143	85,281	I	Spouse's Revocable Living Trust
Common Stock								16,327	I	By 401(k)
Common Stock								4,925	I	By Children
Common Stock								513	I	By Custodian For Child
Common Stock								7,994	I	By Deferred Comp Plan
Common Stock								15,775	I	By Ira
Common Stock								12,148	I	By Spouse's IRA
Common Stock								28,180	I	By Trust
Common Stock								188,939	I	Revocable Living Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$40							07/25/2011⁽²⁾	07/25/2017	Common Stock	34,091		34,091	D
Stock Option (Right to Buy)	$32.89							07/25/2011⁽²⁾	07/25/2017	Common Stock	41,714		41,714	D
Stock Option (Right to Buy)	$29							06/25/2012	06/25/2018⁽²⁾	Common Stock	54,108		54,108	D
Stock Option (Right to Buy)	$24.65							06/25/2012	06/25/2018⁽²⁾	Common Stock	66,275		66,275	D
Stock Option (Right to Buy)	$20.4							08/29/2013⁽³⁾	08/29/2022	Common Stock	23,124		23,124	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	26,593		26,593	D
Stock Option (Right to Buy)	$27.09							08/28/2014⁽³⁾	08/28/2023	Common Stock	18,988		18,988	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	22,078		22,078	D
Stock Option (Right to Buy)	$29.8							02/26/2015⁽³⁾	02/26/2024⁽³⁾	Common Stock	19,648		19,648	D
Performance Share Units	$0							⁽⁴⁾	⁽⁴⁾	Common Stock	20,935		20,935	D
Stock Option (Right to Buy)	$42.7							07/20/2009⁽²⁾	07/20/2015	Common Stock	39,210		39,210	D
Stock Option (Right to Buy)	$35.77							07/26/2010⁽²⁾	07/26/2016	Common Stock	33,522		33,522	D
Stock Option (Right to Buy)	$40							07/26/2010⁽²⁾	07/26/2016	Common Stock	24,451		24,451	D

Explanation of Responses:

1. Transaction represents withholding of shares to satisfy tax withholding obligation upon vesting of restricted stock.

2. Grant to reporting person of option to purchase shares of common stock under Issuer's 1997 Omnibus Incentive Plan. The option is 100% vested.

3. Grant to reporting person of option to purchase shares of common stock under Issuer's Amended and Restated Omnibus Incentive Plan. The option vests ratably over 4 years (25% per year).

4. Performance based vesting

	/s/ Doria L. Koros, Attorney-in-fact for Mr. Feiger	09/02/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.